Ben 10 Omniverse: Matrix Fusion The Unamitytrix
by Tahitiseabreeze
Summary: Set during Season 8 EPISODE 2! What would have happened if instead of Khyber losing control of the Nemetrix, Ben gains the Nemetrix and goes on a rampage? Also with the Omnitrix and Nemetrix, Ben gains a new watch called the Unamitytrix. During second chapter Gwen and Kevin will come and help!
1. Chapter 1

**Hey everyone, I have a new story for you. This fanfiction takes place during Ben 10 Omniverse: Stuck on You! Hope you like it.**

* * *

Lights flickering in front of Max's Plumbing (aka Plumber Headquarters), a shadow moves into the entrance. The two galvans were working on a device but the short one started to struggle.

"(Grunting) Blukic!" yelled the short Galvan. Blukic pulled as the Galvan slipped out of the machine which led them to both fall on the floor.

"Oh, sorry, Driba I must have pulled too hard," Blukic apologized.

"Sorry my aunt posterior, you pulled hard on purpose," Driba said with annoyance.

" **Did Not**!"

" **Did So**!"

" **Did Not**!"

"Did so, and I will not hear another word," said Driba crossing his arms and turning away.

"Did not," Blukic said.

"So what's the verdict?" Driba asked. As he asked that question a mysterious figure zoomed by without making a sound.

"We should have no problem with dematerializing," Blukic replied.

"Great what about rematerializing," Driba said with confidence.

"Oh, picky, picky," Blukic said with annoyance. At the main part of the Plumber Headquarters, we still hear Blukic and Driba still talking/arguing about their machine. While the mysterious figure pressed a compartment which held the Nemetrix, the Omnitrix counterpart with predatory aliens. The red small narrowed eyes well narrowed while holding the Nemetrix in its palm. (Blukic and Driba are still arguing.)

"Aah," sighed the cloaked figure. The figure took off his hood showing no one else than Khyber himself. "Sorry to have missed you Ben Tennyson, we will meet again."

* * *

 **Opening Theme Song**

 _ **"Ben 10"**_

 _ **"He is a kid who wants to have fun but when you need a superhero"**_

 _ **"He gets the job done"**_

 _ **"Ben 10"**_

 _ **"With the device that he wears on his arm"**_

 _ **"He can change shape and save the world from harm"**_

 _ **"Where trouble's taking place"**_

 _ **"He gets right in its face"**_

 _ **"Ben 10"**_

 _ **"When lives are on the line"**_

 _ **"It's Hero Time"**_

 _ **"BEN 10"**_

* * *

 _"Sorry to have missed you Ben Tennyson, we will meet again."_ replayed the video of Khyber staring at the video camera.

"Khyber," Rook Blonko, a Revonnahgander, said.

"In Plumber Headquarters, again," finished Max Tennyson. As Rook, Max, Driba, and Blukic were looking at screen ahead Ben turned around to find a...

"Hey, a one-tayden coin," Ben exclaimed happily, "Did one of you drop this? Huh then this must be my lucky day" Ben reached into his back pocket and found a Mr. Smoothy scratcher. "I got this Mr. Smoothy scratcher and haven't been able to scratch it yet." (Then Blukic and Driba started talking about science stuff but I am not going to write it down.)

"Ben," Rook said with his arms on his hips, "Must I remind you that the Nemetrix is missing!"

"Yeah, yeah, yeah," Ben said while scratching. "We'll get to that."

"The Nemetrix missing?" exclaimed Blukic.

"Yes, Nemetrix missing," Rook replied.

"Missing Nemetrix," Driba replied then he remembered, "Blukic, you forgot to set the alarm after our run to the 24/7 mart." Then they started arguing who forgot the Max slammed his knuckles on the keyboard.

"Just when we worked out the bugs in the new security protocols, you jokers get all sloppy on us," Max exclaimed with anger.

 ** _Time skip_**

"Wouldn't our time be better tracking down Khyber," Rook said.

"Thank you," Ben said as he received a free Mr. Smoothy and slurps it.

"No matter what, we will find him," Ben replied, "Today is my lucky day and here is my lucky tayden to prove it." Ben flicks the one-tayden coin in the air and it landed in his palm while slurping his smoothie.

"I much prefer to rely on my skill than your luck," Rook said into Ben's ear while Ben was slurping his smoothie with no attention to what Rook was saying whatsoever.

"Ah, Ben Tennyson," Rook and Ben turned around to see Khyber standing on a roof of a building.

"You do see why this is funny right," Ben said with amusement.

"No but I see why you think so," Rook replied with a frown.

"Fate bring us together again for a final encounter," Khyber said while a Mr. Smoothy was thrown at him which he dodged easily.

 ** _Time Skip_**

"In the meantime let's go find Khyber," said Ben as he ran off towards the teleporter.

"But he could be anywhere in the universe by now," Rook replied.

"Well I feel lucky," Ben exclaimed as he flipped his coin and set some coordinates into the teleporter. "Let's have another go!"

"No!" Blukic yelled.

"Yes!" Driba exclaimed with happiness.

"Ben!" Max yelled.

"That's not safe!" exclaimed Magister Patelliday. The teleporter was already charging up and Ben dragged Rook to where the teleporter was going to fire. In a blinding flash of green light where that stood Rook and Ben was just smoke rising.

In a certain Nemetrix-stealing person's ship, the hunter was sharpening his sword and the halls showed a Crabozer and an Appoplexian skulls.

"Khyber, partner, my dear friend and confidant," Skurd the slimebiot tried to charm Khyber into talking.

"Out with it," Khyber demanded.

"About the Omnitrix," Skurd replied, "It has even more DNA than your Nemetrix does it not?"

"It does quite a bit more," Khyber exclaimed.

"Hmm, quite a bit mm interesting," Skurd said thoughtfully, "And this Ben Tennyson, this most undeserving little lad."

"What about him?" Khyber replied.

"Where can we find him," Skurd asked with one slimy the position of thinking, "And that supremely powerful little gadget of his?"

"Don't get greedy parasite," Khyber exclaimed, "I plan to have a long, happy career, far away from Ben Tennyson."

Outside of the ship a green light lit up and showed a surprised Rook Blonko.

"Khyber's ship!" exclaimed happily Rook, "It worked!" Rook turned around to see his partner but looks for him. Then another flash of green light appeared but inside the ship that showed Ben 10.

"Tennyson!" exclaimed a surprised Khyber.

"This is my lucky day," said a smug Ben.

"Mine too," Skurd replied, "Hello, welcome, quick we must defeat the greedy lad before he disappears again!"

"The Omnitrix would make quite a trophy," Khyber exclaimed while looking at his newly sharpened sword.

"A trophy, what a waste," Skurd exclaimed with disbelief, "Can't you have the boy stuffed?"

"Can't you simply give me the Nemetrix," Ben said. Then the next thing that happened the Omnitrix and the Nemetrix started beeping and glowing red and green simultaneously. The Nemetrix flew off Khyber's chest but Khyber grabbed it and started pulling while Skurd moved onto his shoulder. Then Ben's left arm containing the Omnitrix lifted towards the Nemetrix with a struggling Khyber.

"What is happening?" Ben shouted in confusion.

Then the Omnitrix and Nemetrix spoke together. _"Attempting Matrix fusion for the use of Benjamin Kirby Tennyson and fusing the Nemetrix to create one device,"_ exclaimed the Omnitrix and Nemetrix.

"What?!" Ben yelled in confusion. The Nemetrix jumped out of Khyber's grasp and flew onto the Omnitrix and a combined red-green flash started to from while Ben was screaming in agony and utter pain. After the flash died down and the screams, on the floor was a confused Khyber and an unconscious Ben with his left arm releasing smoke.

Khyber was standing there not knowing what to do with the unconscious, smoking Ben. When his eyes moved towards the smoking left arm, he gasped in utter shock. The watch looked like a gauntlet forming at his fingertips to his forearm with a design of mixed green and red circuit lines and it inside the circuit lines was the universe. When it went up to his fingertips it curved like claws of a cat and the symbol changed into a green and black hourglass inside a red and gray open mouth with teeth.

With a grunt, Ben rose up then released a murderous cry of pain and agony. Ben started to change shape rising multiple feet tall, then grew two more pair of arms and a new pair of legs, a segmented centipede armor, a tail rose with four spikes at the end, and finally his head grew bigger and narrower with a sharp row of teeth and a horn at the top of his head.

Khyber backed up and saw Tyrannopede Ben who spotted Khyber and let out a thunderous roar and charged with his mouth open.

 _To be Continued..._

* * *

 **Hey guys it's me with a new story but this is the plan for the next chapters. The half of the episode after the Theme Song, I will stop then the next chapter is the rest of the episode, okay! Bye signing off and the next chapter will be due Monday. Make sure to comment on how I am doing. Signing out, Tahitiseabreeze ;-p**


	2. Chapter 2

**Heyo viewers, I am back with a new chapter of Ben 10 Omniverse: Matrix Fusion The Unamitytrix. Please review of what do you think and how I can improve on it. Have a nice week of school! Hehehehe ;p**

* * *

 _ **Previously...**_

 _The watch looked like a gauntlet forming at his fingertips to his forearm with a design of mixed green and red circuit lines and it inside the circuit lines was the universe. When it went up to his fingertips it curved like claws of a cat and the symbol changed into a green and black hourglass inside a red and gray open mouth with teeth._

 _With a grunt, Ben rose up then released a murderous cry of pain and agony. Ben started to change shape rising multiple feet tall, then grew two more pair of arms and a new pair of legs, a segmented centipede armor, a tail rose with four spikes at the end, and finally his head grew bigger and narrower with a sharp row of teeth and a horn at the top of his head._

 _Khyber backed up and saw Tyrannopede Ben who spotted Khyber and let out a thunderous roar and charged with his mouth open._

* * *

Outside the ship, Rook heard a thunderous roar. "Oh, dear," Rook stated while pulling out his Proto-Tool. While at the Plumber Headquarters, Blukic and Driba is setting up the teleporter again but this time they are going to send Kevin 11 and Gwendolyn Tennyson to help Ben and Rook.

"So why are here again?" Kevin asked.

"Because Ben teleported himself to Khyber's ship and our locaters said that they made it," Max Tennyson replied, "But Ben is inside the ship and Rook contacted us that he heard a roar and a lot of noise in the ship."

"Can't you guys just go where he is?" Gwen asked, folding her arms.

"We can't, after Ben's locator showed that he is in Khyber's ship it just disappeared and this is happening," Max pointed to a screen. Kevin and Gwen walked up to it and on the screen you can see where Rook is but not Ben. Then they saw a second green light flashed then disappeared and kept blinking in different parts of the computer.

"Okay fire up the teleporter," Kevin said while cracking his knuckles.

"With pleasure," Driba replied as he fired up the teleporter. Kevin and Gwen walked up onto the standing platform.

"Be careful Gwen," Max said. Gwen replied by nodding back. In a flash of bright green light, Kevin and Gwen appeared outside of the ship and noticed Rook trying to break in.

"Rook over here," Kevin shouted as he waved hi arm to get Rook's attention.

"Rook can you try to get into the ship?" Gwen asked.

"I am sorry Ms. Tennyson I kept trying and trying but not a single dent," Rook replied shaking is head.

"Move over," Kevin pushed Rook out of the way then he absorbed the ship's material and made a sharp-like end on his hand then he thrust his arm into the ship and made an opening. "There problem solved." Each of them crawled into it and found themselves in the main base of the ship.

"Ben!" Gwen shouted to find her cousin. Then they heard a roar from the right and when they looked they saw Khyber being chased by a Tyrranopede with a strange collar. Khyber grabbed a sword and threw it and the alien predator but it just bounced off like a harmless fly. The Tyrranopede then noticed Kevin, Gwen, and Rook but he couldn't tell if their were friends or a meal.

Gwen used her Anodite powers to grab Khyber and they all ran into the forest near by. They kept running and running until they found a clearing for them to settle down for a bit. Kevin walked up and put his metal-like sword in front of Khyber's face.

"Talk." Kevin ordered.

"Khyber do you know where Ben is?" Gwen asked with a distant threating tone.

"Why was there a Tyrranopede in your ship, Khyber?" Rook asked with his Plumber Badge in his hand. Khyber chuckled very softly but very darkly.

"The Tyrranopede is Ben," Khyber replied.

They all gasped in disbelief.

* * *

 **There you go another chapter done! Please review and check out my other stories. Signing out! :-p**


	3. Not a Update, A notice! PLEASE READ

**Hey everyone Tahitiseabreeze** (dodges flying tomatoes and chairs) **sorry for the wait! I am really sorry that I haven't been updating a lot usually it is because school is in the way!**

 **So all the way until November ends, I will be only updating The Soul Flower because I want to try to finish my first story. The New Dark Slinger, The World Beneath Slugterra, and The Unamitytrix, I will not be updating until December 1st.**

 **But don't worry, when I do update them there will loads of new chapters for them.**

 **Again don't kill me, and only The Soul Flower will be the only story I will be updating until December and will update again when Christmas is on!**

 **-Tahitiseabreeze**


	4. Chapter 4

**Hey everyone, sorry took so long I was having some troubles with my other stories.**

 **I can't believe how popular this story is even though it has only 2 chapters. So if you guys like Slugterra or How to Train Your Dragon check out my other stories. I hope this chapter was the wait.**

 **Shoutouts to brianbaltazar45 , MonsterOfEnd, travass99, haugeboy824, and nocturnoomega369 for reviewing!**

* * *

 _ **Previously...**_

 _"Ben!" Gwen shouted to find her cousin. Then they heard a roar from the right and when they looked they saw Khyber being chased by a Tyrranopede with a strange collar. Khyber grabbed a sword and threw it and the alien predator but it just bounced off like a harmless fly. The Tyrranopede then noticed Kevin, Gwen, and Rook but he couldn't tell if their were friends or a meal._

 _Gwen used her Anodite powers to grab Khyber and they all ran into the forest near by. They kept running and running until they found a clearing for them to settle down for a bit. Kevin walked up and put his metal-like sword in front of Khyber's face._

 _"Talk." Kevin ordered._

 _"Khyber do you know where Ben is?" Gwen asked with a distant threating tone._

 _"Why was there a Tyrranopede in your ship, Khyber?" Rook asked with his Plumber Badge in his hand. Khyber chuckled very softly but very darkly._

 _"The Tyrranopede is Ben," Khyber replied._

 _They all gasped in disbelief._

* * *

"Wait, wait, wait, you are telling me that crazy out of control alien is Ben!" Kevin walked around anxiously as he asked.

"Must I kept repeating myself Osmosian," Khyber sighed impatiently, playing with the ropes that Kevin and Gwen tied his hands with.

"Hmm," Gwen hummed, scratching her chin in deep thought.

"What are you thinking, Gwen," Kevin looked at his girlfriend.

"If the Nemetrix did jump on Ben then maybe the overload of Alien DNA is confusing Ben," Gwen pointed out.

"No wonder he doesn't know whose friend or foe," Rook finally says something, spooking the others.

"So how are going to calm him down?" Kevin asked, leaving everyone to think deeply. Then a beeping noise broke the silence making everyone jump. Rook reached into his back pocket and took out a Plumber's badge.

"What's wrong Magister Tennyson?" Rook spoke into the badge.

 _"Rook, Gwen, and Kevin, we need out in the city,"_ Maxx spoke through the communicator. _"There is a Tyrannopede approaching the city."_

They all nodded in unison. Rook clicked a button then in a split second, Rook's proto-truck came out from the forest. They all loaded up, and putting Khyber in the back putting real cuffs. Rook clicked a button on his armour. Then without waiting much, a roar occurred as they see the ever famous Proto-Truck and on the side it's labeled 'Max's Plumbing'.

"In you go," Kevin shoves Khyber into back and straps him into the seat with the orange energy belts.

Rook quickly straps himself in the driving seat and the engine hums alive. Gwen jumps in the middle seat while Kevin is by the window.

"Let's go," Kevin exclaims as he shuts the passenger door.

Rook presses a button which causes the truck to go into its flying mode. Rook pushes the pedal so hard, everyone's head moves back but cushioned by the plush of the seat expect Khyber who bangs his head on the cold metal.

 _(Time Skip)_

Maxx holds a blaster and looks to his side to see multiple lines of Plumbers, weapons drawn ready to stop the Tyrannopede approaching the city.

"Nets ready, weapons up," Maxx shouts.

A thump shakes the ground followed by many more. Maxx narrows his eyes. There at the horizon, above the treeline of the forest is Tyrannopede bulldozing through the trees. Behind him is a roar of an engine so he turns around.

Feeling relived, he see Rook's proto-truck and coming out is Kevin holding the cuffs of Khyber, Gwen, and Rook but no Ben.

"Where's Ben?" he asks noticing the lacking of the teen.

"Well," Rook begins.

"No time, a Tyrannopede is coming," Maxx cuts him off.

The Tyrannopede stops at the edge of Bellwood looking at the mini in front of it then drawing a deep breath in, it gives an earsplitting roar. Without a conscious, it charges but that's when the Plumbers start to fire.

"Wait, Grandpa," Gwen grabbing Maxx's gun.

"What's wrong, Gwen?" he asks about her strange behavior, "And where's Ben?"

"The Tyrannopede IS Ben," Gwen exclaims dropping the bomb on the conversation. Maxx eyes widen as he sees Khyber tied up and he looks at the Tyrannopede with a red and green spiked collar.

"We have to stop him but don't try to hurt him that much." The teens nodded.

Gwen uses her magic and fire magic disks, Rook tries to tie up Ben's multiple legs but can only tie so much, and Kevin handed Khyber to another Plumber. Kevin sets his hand on the ground absorbing the substance of the ground, causing his body to become rock hard as the concrete.

Tyrannopede Ben is so big, he doesn't feel a thing so he just knock down buildings. A might smack of his tail causes a building to explode. Gwen who is in the air looks up to see a slab of concrete falling towards her direction.

Guiding her Anodite magic, she dodges all the concrete slabs but a rock the size of a soccer ball hits her on the head. Her eyes roll to the back of her head as she loses concentration and falls on top of Kevin who catches her.

"Are you okay?" Kevin asks his injured girlfriend.

"Yeah, just lost my concentration. Rook, it looks like nothing's stopping Ben, we're like fleas," she informs Rook.

Then another earsplitting roar occurs but this one is filled with pain. All the Plumbers stop their attacks and everyone even the citizens look at the sight. The collar of the Tyrannopede starts beeping changing symbols, green and black hourglass, red and white teeth, hourglass, teeth, green, red. Also the Tyrannopede's eyes kept changing color from the vibrant green with happiness to the blood red color with pain and aggression like a predator.

In a flash of green and red, the body starts to morph. The scales are replaced with a rock-like skin, the legs sink back into the body while six remained, the body shrinks, the tail disappears, the head is scrunched closer to the body as a horn emerges, and finally a collar with red and green wraps around the neck. Ben has now transformed into the alien predator he calls Crabdozer.

Crabdozer snorts, puffing air out of his nostrils and he lowers his horn ready to charge. Crabdozer Ben charges forward thumping on the ground then sends a Plumber's vehicle flying with a single thrust of its horn. Gravity pulls the truck back down to the ground but it's aiming for Grandpa Maxx, who doesn't notice it. Crabdozer Ben's eyes flash to green and the teeth changes to the gray and green hourglass.

"Grandpa," he shouts in a deep, growling voice then races across the clearing, bulldozing through the vehicles and the Plumbers.

Maxx looks up to see the shadow of the vehicle coming down, he covers his head ready to meet his end.

"Grandpa!"

"Magister Tennyson!"

Maxx opens his eyes slowly then gaps as a creature looms over him. Crabdozer was over Maxx and the vehicle split in two from the sheer power of his rock-like horn.

"Are you okay Grandpa," the Crabdozer glances down with worry in the green eyes.

"I-I-I'm okay, Ben is that you," Maxx crawls out from under the alien.

"Yeah, I think so," Ben raises a leg. Rook, Gwen, and Kevin jog up to the Head Plumber and the alien predator.

"Grandpa are you alright," Gwen hugs her grandfather then holds him out at arm's length, grasping his shoulders.

"Yes thanks to Ben," Maxx pats Crabdozer's horn. Ben closes his eyes and deeply hum enjoying the contact.

* * *

 **Finally I updated, huh. Hope you guys enjoyed it. Don't forget to favorite, follow, and review!**

 **-Tahitiseabreeze**


	5. Chapter 5

**A new chapter! Hope you guys enjoy! Sorry I found an error I did as I thought Max was spelt as Maxx, so I corrected it in this chapter.**

 **I will be updating slowly as college takes this away from my life. I will be updating the stories I hadn't updated the longest first.**

* * *

 _ **Previously...**_

 _"Grandpa," he shouts in a deep, growling voice then races across the clearing, bulldozing through the vehicles and the Plumbers._

 _Maxx looks up to see the shadow of the vehicle coming down, he covers his head ready to meet his end._

 _"Grandpa!"_

 _"Magister Tennyson!"_

 _Maxx opens his eyes slowly then gaps as a creature looms over him. Crabdozer was over Maxx and the vehicle split in two from the sheer power of his rock-like horn._

 _"Are you okay Grandpa," the Crabdozer glances down with worry in the green eyes._

 _"I-I-I'm okay, Ben is that you," Maxx crawls out from under the alien._

 _"Yeah, I think so," Ben raises a leg. Rook, Gwen, and Kevin jog up to the Head Plumber and the alien predator._

 _"Grandpa are you alright," Gwen hugs her grandfather then holds him out at arm's length, grasping his shoulders._

 _"Yes thanks to Ben," Maxx pats Crabdozer's horn. Ben closes his eyes and deeply hum enjoying the contact._

* * *

Gwen, Kevin, and Max stare at Ben as he was a giant predatory alien who was now calm enjoying the touch on his horn. "Ben what happened to you?" Max asks his grandson.

"Well the teleporter-thingy zapped me into Khyber's ship so as we about to start the fight, the Nemetrix and Omnitrix just joined together on my arm. Then my body was doing things on its own and all I could was watch. Like I was a passenger in a car, anyway, when I saw Grandpa in trouble something just clicked. The Omnitrix said some stuff like, umm," Crabdozer then changes his tone in a robotic voice, "Unidentified DNA, overriding, allowing Benjamin Kirby Tennyson control."

"So now you're in control," Kevin places his hand on his chin.

"Amazing, that you could take forms of alien predators," Rook walks around Ben inspecting the new form.

Then a beeping catches their attention, but the noise was different from the usual Omnitrix-timing-out-beeping; it was a mix between both watches but something was wrong. "Error, DNA overload!" A bright light of red and green bathes over Ben, making everyone around him cover their eyes from the sheer flash. As the flash died down, all of them uncover their eyes to see a huge red-furred feline with sharp ivory claws, a tail with a sharp hook at the end of it, long fangs like a saber tooth tiger, black-colored mane like a dire wolf, a small horn on the tip of the nose, green eyes with black cat-like pupils, and a spiked collar. The collar was different from the Nemetrix; the spikes were the color red and black, band was an acid green, lines outlining the sides of the color silver, and the hourglass inside the mouth symbol was below the chin like a dog tag.

"Aww great, now I'm the cat," Ben says with a voice similar to Blitzwolfer and sat on his back haunches then starts to lick his right forepaw.

"So how are we going to fix the Omnitrix?" Gwen asks then points to Ben, "He can't stay as predators for the rest of his life."

"What about Azmuth?" Rook points out triumphantly.

"He could figure this out, but he doesn't care. Also he won't believe us and doesn't have the time," Max looks down at his feet then realizes it, "Wow he really doesn't like us."

"What if we take Ben to him?" Kevin offers pointing to Rook's Proto-Truck, still on the road.

"We could but Ben shifts into different aliens about every-," Max leans in to Ben who was licking his chest fur, "How long?"

"Fifteen minutes, give or take," Ben tips his paw side to side.

"Well you aren't going to arrive to Galvan Prime in just fourteen minutes. Who knows what will Ben change into next?" Max says.

"Magister Tennyson is right, Ben could transform into a much greater size alien. Perhaps like the aliens he call Tyrannopede or Slamworm who is bigger than my ship," Rook states while pointing his index finger up in a matter-of-factly way. "Unless..."

"Unless what?" Kevin raises an eyebrow.

"Unless Blukic and Driba could create a device to be used as a bumper for Ben's transformation time until we reach Azmuth."

"That's excellent but do you think they're up to it," Gwen sighs knowing how dimwitted the two Galvans can be.

 _(Time Skip)_

In the lab is Ben still in his Panuncian form, his tail twitching at the lack of movement as Blukic was opening the 'Omnitrix' and Driba on the table using a blowtorch to weld something together. "Ugh, would you guys hurry up I think I would be changing into another predator very soon," Ben huffs with his mane slightly puffed up in annoyance.

"Aaaaand, done," Driba hops down from the table and climbed up the ladder until he reached the height of Ben's collar. It was a circular metallic disk of different components of metal scavenged around the lab with tiny, about ten, black cords attached to the disk; Driba placed the disk inside the collar and Blukic shuts the cover. Then a familiar beeping breaks the silence so Blukic and Driba jump off the ladder then tiny black cords wrap around the collar like black vines; then the beeping died down leaving Ben in his Panuncian form.

"It works!" the Galvan duo raise their arms in victory.

"Blukic, Driba did you complete the process," Max Tennyson enters the lab as the door slides open.

"Yep this will only stop five transformations but after the, umm, Omnitrix will work," Blukic paused before 'Omnitrix' as it's no longer or exactly the same Omnitrix.

"Okay, Ben," Max turns to his grandson, "Rook is ready to take you to Galvan Prime."

Ben pads up to his grandpa, "Alright Grandpa, see you later!" then walks out the room and down the green, lit hallways. Many Plumbers walk past him with nervous looks from the huge size, the curved claws, and long teeth; but their Magister already informed them that if the collar is different from the original Nemetrix then it's Ben Tennyson. Ben tried to say hi but none responded then he noticed their behavior due to his new alien instincts as a predator he is amazingly good at detecting and recognizing body language; maybe for hunting prey. And speaking of prey, Ben's stomach growled lightly but luckily no Plumbers heard it but he was really craving meat but yet chili fries. "Oh what about chili fries with bits of steak," Ben mumbles happily then his long tongue licks over his jaw.

"Ben over here!" Ben snaps from his daze to see he already arrived at the launch pad and sees Gwen, Kevin standing by the Proto-Truck and Rook already in the driver's seat. "Hey guys, so where I'm staying in the truck," Ben cocks his head.

Gwen says, "Is it okay for you to be in the back as you may not fit in the front seat with us."

"Sure," Ben pads to the back door then stands on his hind legs; he paws at the door handles but without thumbs he just shook the handles. "Umm, little help?"

"I'll get it," Kevon sighs and opens the door. Ben leaps in the back as it was pretty dark to his original eyes but with his new night vision Ben could see clearly to see it's usually it was; a row of connected seats on each side and the metal wall separating the front and the back. "Hang tight Tennyson," Kevin slams the door closed as he sit alone in the middle. 'Besides I don't think I will fit in the seats', he thought then a metal sliding against metal catches his attention as the metal door slides open.

"Oh, I forgot about this," Ben walk up as I'm behind Gwen, Kevin, and Rook who was driving.

"You might want to hold tight Ben, we're leaving Earth," Rook warns as he presses a button causing the Proto-Truck to transform and launch itself into space. Luckily Ben digs his claws creating small dents in the floor as he stays upright from the force of the launch. Ben yawned at the tiring even that occurred today so he went into the back and curled on the floor; slightly snoring as he slept through the trip into space.

 _(Time Skip)_

"Ben wake up," Rook nudges the shoulder of the alien cat as they finally reached Galvan Prime as they landed on a platform close to Azmuth. Ben grumbles then stretches his legs and backs followed by arching his back just like an ordinary house cat.

He walks down the ramp but notices Zed growling at him not knowing it's Ben and not Khyber's pet Panuncian. Zed is a dinosaur and dog-like alien, dark blue in color, silver spike-like hair running down from her collar to the tip of her tail, sharp red eyes, black stripes on her neck and legs, and she wears a light blue collar with a golden bone-shaped dog tag.

"Zed this is Ben," Kevin soothes the irritated Anubian Baskurr. She walks up to Ben and sniffs him recognizing the chili fries smell along with the metallic smell of the Omnitrix she was trained to sniff out. She gives a wag of the tail and licks the side of his hurry cheek.

"Eww dog drool," Ben huffs wiping his cheek with his claw.

"Azmuth is this way," Rook signals the group as they walk towards a building.

"Stop!" They all look to see a Galvan holding his hand up in front of the entrance and on a jetpack reaching their height.

"We're here to see Azmuth, there's something wrong with the Omnitrix," Gwen points to the collar of Ben.

The Galvan floats down to the Panuncian's height as he looks at the collar, he mumbles something under his breath but Ben couldn't make it out. "Hmm, do you have an appointment," he asks the other teens and the Revonnahgander.

"No but this is an emergency," Rook pleads.

"Ah no appointment no meeting the First Thinker," the Galvan orders holding his ground. Then another beeping occurs as Ben's collar gives off a bright multi-colored flash and as it dies down it reveals Bene still in his Panuncian form.

"See what we're dealing with, now let us through before I pummel you," Kevin threatens as points to Ben.

"Hmm I see, you may proceed," the Galvan opens the door as they all squeeze through followed by the minute alien.

"Azmuth is down this hall, last door," he floats back to his post. They finally reached the door to see the familiar lab filled with wonders and complicated contraptions made by Azmuth and throughout the universe.

"What are you doing here," an impatient voice belongs to Azmuth as he was on the floor with a holographic screen and inspecting an experiment.

"Sorry to disturb you but there's something wrong with the Omnitrix," Rook says as he beckons Ben forward.

"Well where is he," Azmuth only sees Gwen, Kevin, Rook, Zed, and a Panuncian.

"I'm here," Ben raises a paw, he turns his head showing the collar.

"Aww seems like the Omnitrix and Nemetrix joined together, interesting," Azmuth walks forward as a ladder makes him reach Ben's height.

Then the computerized voice says, "Error, DNA overload!" Another bright flash erupts causing everyone to cover their eyes from the brightness then the disk inside the collar shatters losing its temporary control over the transformations. Now Ben is a giant four-legged spider, a body like a silverfish, four pincers with one claw on each, a silver colored exoskeleton, the lower half of his legs and back of his head is covered with light brown hair, red eyes, reptile-like head with an open mouth smile, and the collar stays on its neck.

"Ooh it's Terroranchula now," Ben deadpans with a voice similar to Stinkfly's but an octave lower.

"Oh my truly fascinating, come, come Ben," Azmuth beckons everyone as they exit the room.

* * *

 **Hope you guys enjoyed this chapter as I did like writing it. Thanks for your guys patience and support check out my other stories!**

 **-Tahitiseabreeze**


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